Regulation A

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This practice note discusses the main amendments to the financial disclosure requirements for acquisitions and dispositions of businesses by U.S. reporting companies, which took effect in January 2021. The amendments aim to improve the quality and relevance of the information provided to investors, reduce the complexity and costs of preparing the disclosures, and promote capital…

The Securities and Exchange Commission recently published its report on the Government-Business Forum on Small Business Capital Formation, which generates recommendations from participants that the SEC considers. The recommendations from participants included, among others, the following:

  • Expand the accredited investor definition
    • …

    The US Securities and Exchange Commission’s (“SEC”) Small Business Capital Formation Advisory Committee (the “Committee”) released the agenda for its virtual meeting, to be held on Tuesday, August 2, 2022, and which plans to address liquidity challenges for investors in exempt offerings. The agenda specifically plans to address exit opportunities for investors in Regulation A…

    As part of the Securities and Exchange Commission’s amendments to the exempt offering framework, which amendments became effective in March 2021, the SEC, among other things, aligned the bad actor disqualification provisions in Regulation A, Regulation D, and Regulation CF.  Our updated resource provides an overview of the bad actor disqualification provisions applicable in connection…

    The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation recently delivered its annual report for FY2020 to the Committee on Banking, Housing and Urban Affairs of the US Senate and the Committee on Financial Services of the US House of Representatives, as required under the Securities Exchange Act.  The report…

    On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with several other recent votes to adopt rule proposals, the SEC Commissioners split their vote, with two Commissioners voting against the Amendments.…

    Today, November 2, 2020, the Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework.  Predictably, the SEC Commissioners were split in their vote, with two Commissioners voting against the amendments.  Despite the statements of the dissenting Commissioners, who cited investor protection issues, it…

    The Securities and Exchange Commission has announced an open meeting on November 2, 2020 to consider amendments relating to the exempt offering framework.  The SEC had released proposed amendments for public comment in March 2020, which were well-received, and included proposed simplifications to the integration framework, as well as modifications to the offering thresholds for…

    In April, the Securities and Exchange Commission (the “SEC”) announced that it is soliciting comments on a proposed rule change submitted by The Nasdaq Stock Market LLC (the “Nasdaq”) that will impose additional requirements for companies listing in connection with offerings under Tier 2 of Regulation A under the Securities Act of 1933 (the “Securities…

    In this year’s priorities letter identifying the areas of focus for FINRA examinations during the year, FINRA notes that it will review online distribution platforms. Specifically, the letter notes that some firms are involved in the distribution of securities pursuant to Rule 506(c) and Regulation A under the Securities Act. FINRA notes that in some…